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r-9 (pfas)RESOLUTION NO. 9 (PFAS) RESOLUTION OF THE BOARD OF DIRECTORS OF THE SANTA MONICA PUBLIC FINANCING AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY BY THE AUTHORITY OF A GROUND LEASE, LEASE AGREEMENT, AN INDENTURE, AN ASSIGNMENT AGREEMENT, AN ESCROW AGREEMENT AND A BOND PURCHASE AGREEMENT IN CONNECTION WITH THE ISSUANCE OF SANTA MONICA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS, SERIES 2011A AND SANTA MONICA PUBLIC FINANCING AUTHORITY LEASE REVENUE REFUNDING BONDS, SERIES 2011B, AUTHORIZING THE ISSUANCE OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $45,000,000, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF SUCH BONDS AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS WHEREAS, the City of Santa Monica (the "City ") previously financed a portion of the costs of the acquisition, construction and installation of certain capital improvements constituting a public safety facility and related improvements, facilities and equipment (the "Public Safety Facility Project "); WHEREAS, in order to accomplish such financing, the City and the Authority determined to provide the funds necessary to finance the acquisition, construction and installation of the Public Safety Facility Project through the issuance by the Authority of two series of bonds, the Santa Monica Public Financing Authority Lease Revenue Bonds, Series 1999 (Public Safety Facility Project) (the "Series 1999 Bonds ") and Series 2002A (the "Series 2002A Bonds "), payable from certain base rental payments to be made by the City under a lease agreement; WHEREAS, the City desires to refinance all or a portion of the Public Safety Facility Project originally financed with the proceeds of the Series 2002A Bonds; WHEREAS, in addition, the City desires to finance the acquisition and /or construction of those certain facilities constituting the Parking Structure No.6 to be located at 1431 2nd Street in the City, or such other or additional public capital facilities listed on the City's Capital Improvement Project list for fiscal year 2011 -12 as may be selected in accordance with the Lease Agreement (defined below), which facilities constitute "public capital improvements" within the meaning of the Act (defined below) and are or shall be located within the boundaries of the City and collectively constitute the 112011 Project ", WHEREAS, the Authority and the City have determined that it would be in the best interests of the Authority, the City and residents of the City to authorize the preparation, sale and delivery of "Santa Monica Public Financing Authority Lease Revenue Bonds, Series 2011A" (the "Series 2011A Bonds ") for the purpose of financing the 2011 Project and the "Santa Monica Public Financing Authority Lease Revenue Refunding Bonds, Series 2011B" (the "Series 201113 Bonds ") for the purpose of refinancing the Series 2002A Bonds (the Series 2011A Bonds and the Series 2011B Bonds are referred to collectively herein as the "Bonds "); and WHEREAS, in order to facilitate the issuance of the Bonds, the City and the Authority desire to enter into a Ground Lease between the City and the Authority (the "Ground Lease ") pursuant to which the City will lease certain real property (which real property shall consist of assets generally described as the Main Library, subject to adjustment as described in Section 2 below) ( "Leased Assets ") to the Authority, and a Lease Agreement between the City and the Authority (the "Lease Agreement"), pursuant to which the City will lease the Leased Assets back from the Authority, and pay certain Base Rental Payments (as defined in the Lease Agreement), which are pledged to the owners of the Bonds by the Authority pursuant to an Indenture of Trust by and between The Bank of New York Mellon Trust Company, N.A. (the "Trustee ") and the Authority (the "Indenture "); and WHEREAS, the Authority and the Trustee desire to enter into an Assignment Agreement in order to provide, among other things, that all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee; WHEREAS, the City and the Authority have determined that debt service savings can be achieved by the refunding and defeasance of the Series 2002A Bonds; WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to refinance all or a portion of the Public Safety Facility Project originally financed with the proceeds of the Series 2002A Bonds through the offering and sale of the Bonds; WHEREAS, the defeasance of the Series 2002A Bonds to be refunded will be accomplished by means of an Escrow Agreement (the "Escrow Agreement") by and between The Bank of New York Mellon Trust Company, N.A., as escrow agent ( "Escrow Agent ") and the Authority, the form of which has been presented to this Board of Directors at the meeting at which this Resolution is being adopted; WHEREAS, the Bonds will be issued pursuant to the Marks -Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the "Act ") (including Section 6595.3 of the Act which authorizes the issuance of bonds by the Authority for the purpose of refunding any Authority Bonds); WHEREAS, the City and the Authority desire to provide for the negotiated sale of the Bonds; WHEREAS, the City and the Authority have selected Stifel, Nicolaus & Company Incorporated dba Stone & Youngberg, a Division of Stifel Nicolaus, acting as representative of itself and E. J. De La Rosa & Co., Incorporated to act as underwriter (collectively, the "Underwriter ") to purchase the Bonds from the Authority pursuant to a Bond Purchase Agreement (the 'Bond Purchase Agreement "); WHEREAS, a form of the Preliminary Official Statement (the "Preliminary Official Statement ") has been prepared; WHEREAS, the City is a member of the Authority and the Public Safety Facility Project and the 2011 Project are located within the boundaries of the City; 2 DOC SO Cl 1518104v3/20 0119-0005 WHEREAS, the City has prior to the consideration of this resolution held a public hearing on the financing of the 2011 Project and the refinancing of the Series 2002A Bonds with the proceeds of the issuance of the Bonds in accordance with Section 6586.5 of the Act, which hearing was held at 1685 Main Street, Santa Monica, California on October 25, 2011; WHEREAS, in accordance with Section 6586.5 of the Act, notice of such hearing was published once at least five days prior to the hearing in the Santa Monica Daily Press, a newspaper of general circulation in the City; WHEREAS, the Board of Directors of the Authority (the "Board of Directors ") has been presented with the form of each document referred to herein relating to the financing contemplated hereby, and the Board of Directors has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; and WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SANTA MONICA PUBLIC FINANCING AUTHORITY, as follows: Section 1. All of the recitals herein contained are true and correct and the Board of Directors so finds. The Board of Directors has determined and hereby finds that the Authority's assistance in financing the 2011 Project by the execution and delivery of the Bonds will result in significant public benefits of the type described in Section 6586 (a) through (d), inclusive, of the Act and that all 2011 Project elements to be financed with the proceeds of the Bonds have been (as to Parking Structure No.6) or will be approved pursuant to all applicable requirements of the California Environmental Quality Act (Public Resources Code Section 21000 et seq.) and applicable guidelines, or are exempt therefrom. Section 2. The forms of the Lease Agreement and the Ground Lease, on file with the Secretary of the Authority, are hereby approved, and the Chairperson of the Authority, or such other member of the Board of Directors as the Chairperson may designate, the Executive Director of the Authority and the Treasurer of the Authority (the "Authorized Officers "), are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Lease Agreement and the Ground Lease, respectively, in substantially said forms, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term of the Lease Agreement and the Ground Lease shall terminate no later than June 1, 2031 (provided that such term may be extended as provided therein) and the true interest cost applicable to the interest components of the Base Rental Payments shall not exceed 5.00% per annum. The Executive Director is hereby authorized to remove from the Lease any portion of the Leased Assets if the City Manager determines such assets are not required to obtain bond insurance or secure a rating on the Bonds. 3 D OCSOC/ 1518104v3/200119 -0005 Section 3. The form of Indenture, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Indenture in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that (1) the aggregate amount of the Series 2011A Bonds shall not exceed $35,000,000, the final maturity date of the Series 201 ]A Bonds shall be no later than June 1, 2031 and the true interest cost applicable to the Series 2011A Bonds shall not exceed 5.00% per annum and, provided, further, that such changes, insertions and omissions shall be consistent with the terms of the Series 2011A Bonds established at negotiated sale pursuant to the Bond Purchase Agreement, and (2) the aggregate amount of the Series 2011B Bonds shall not exceed $10,000,000, the final maturity date of the Series 2011B Bonds shall be no later than June 1, 2021 and the true interest cost applicable to the Series 2011B Bonds shall not exceed 3.00% per annum and, provided, further, that such changes, insertions and omissions shall be consistent with the terms of the Series 2011B Bonds established at negotiated sale pursuant to the Bond Purchase Agreement. Section 4. The issuance of not to exceed $45,000,000 aggregate principal amount of the Bonds, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the Indenture as finally executed, is hereby authorized and approved. Section 5. (a) The form of Assignment Agreement, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Assignment Agreement in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. (b) The form of Escrow Agreement, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Escrow Agreement in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. The Bond Purchase Agreement on file with the Secretary of the Authority is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Authority to execute and deliver the Bond Purchase Agreement in substantially said form, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution of the Bond Purchase Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate underwriter's discount (not including any original issue discount or bond insurance or reserve surety premium paid by the Underwriter) from the principal amount of the Bonds in excess of five tenths of one percent (.5 %) of the aggregate principal amount of the Bonds. Section 7. The form of Preliminary Official Statement, on file with the Secretary of the Authority, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Bonds is hereby authorized and approved. The Authorized Officers are each 51 D OCSOC/ 1518104v3/200119 -0005 hereby authorized to certify on behalf of the Authority that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2 -12 promulgated under the Securities Exchange Act of 1934 (except for the omission of certain final pricing, rating and related information as permitted by such Rule). The Authorized Officers are each hereby authorized and directed to furnish, or cause to be furnished, to prospective bidders for the Bonds a reasonable number of copies of the Preliminary Official Statement. Section 8. The preparation and delivery of an Official Statement, and its use in connection with the offering and sale of the Bonds, is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute the final Official Statement and any amendment or supplement thereto for and in the name and on behalf of the Authority. Section 9. Anything to the contrary in this resolution notwithstanding in the event the City Director of Finance determines that market conditions dictate that the Series 2002A Bonds should be refinanced in part only, the Series 201113 Bonds shall be issued only in such amount as necessary to accomplish the refunding in part only and all instruments approved hereby shall be modified as needed to reflect such lesser refinancing. Section 10. Stradling Yocca Carlson & Rauth, a Professional Corporation is hereby confirmed to act as bond counsel and disclosure counsel with respect to the Bonds in accordance with the terms of engagement on file with the Finance Director of the City. Section 11. The officers and agents of the Authority are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. All actions heretofore taken by the officers and agents of the Authority with respect to the transactions set forth above are hereby approved, confirmed and ratified. Section 12. The Secretary of the Authority shall certify to the adoption of this Resolution and thenceforth and thereafter the same shall be in full force and effect. APPROVED AS TO FORM: C DOCSOC/ 1518104v3/200119 -0005 Adopted and approved this 25th day of October, 2011, Chair I hereby certify that the foregoing Resolution No. (PFAS) was duly adopted at a joint meeting of the Public Financing Authority and the City Council held on the _ of 2011, by the following vote: Ayes: Authority Members: Noes: Authority Members: Abstain: Authority Members: Absent: Authority Members: ATTEST: Maria M. Stewart, Authority Secretary DOCSOC/ 1518104v3/200119 -0005 Adopted and approved this 25th of October, 2011. E���L Richard Bloom, Chair I hereby certify that the foregoing Resolution No. 9 (PFAS) was duly adopted at a meeting of the Public Financing Authority held on the 54th of October, 2011, by the following vote: Ayes: Authority Members: Holbrook, McKeown, O'Connor, O'Day, Shriver Vice Chair Davis, Chair Bloom Noes: Authority Members: None Absent: Authority Members: None ATTEST: Maria Stewart, Author y Secretary